Our current work examines the impact of neighborhood socioeconomic disadvantage on health and well- being in late life using survey data from the Study of Assets and Health Dynamics Among the Oldest Old (AHEAD), a 1993 U.S. national probability sample of noninstitutionalized persons born before 1924 (i.e., aged 70 and older), and 1990 Census data. Based on findings, we propose extending our study to a somewhat younger population, the original pre-retirement age cohort of the Health and Retirement Study (HRS), to determine whether the pattern of neighborhood differences we found with AHEAD are unique to the oldest population or are a continuation of a pattern that is also present at younger ages. The HRS is a large national U.S. sample of the 1931-1941 birth cohort who were aged 51-61 years at their 1992 baseline assessment. Biannual panel data were collected at seven times from 1992 to 2004, or 12 years later, when the cohort was aged 63-73. This survey data constitutes the individual-level of analysis. The neighborhood- level is operationalized as 1990 and 2000 U.S. Census tract data (e.g., proportion of population living below the federal poverty line). The third source of data is the National Death Index file for HRS that will be linked to provide information on date and cause of death. Outcomes are depressive symptoms, cognitive functioning, physical health, and all-cause and cause-specific mortality. Methods of analysis include hierarchical linear models, combined growth curve and cross-nested random effects models, and multilevel Cox proportional hazard models. We plan to use these data and method of analysis to attain the following Specific Aims: 1. To compare the pre-retirement population to the oldest old with regard to the impact of neighborhood socioeconomic disadvantage on depressive symptoms, cognitive functioning, and physical health status;2. To evaluate the longitudinal impact of neighborhood socioeconomic disadvantage on morbidity as pre-retirement age persons grow older;and 3. To estimate the longitudinal impact of neighborhood socioeconomic disadvantage on mortality as pre-retirement age persons grow older. We hypothesize that the most negative health effects of living in areas of socioeconomic disadvantage will be among those who consistently live in such areas over time, and those who live in areas that deteriorate over time.